1st Dec 2005 07:30
Old Mutual PLC01 December 2005 Old Mutual plcFOR IMMEDIATE RELEASE This announcement and the information contained herein are restricted and are not for release, publication or distribution, in whole or in part, in or into the United States, Canada, Australia or Japan Update on offer for Skandia Old Mutual amends acceptance level to more than 50 per centOld Mutual plc, (Old Mutual), announces today that it has partially waived thecondition relating to the level of acceptances required under its offer forForsakringsaktiebolaget Skandia (publ), (Skandia) (the "Offer") from 90 percent to more than 50 per cent of the total number of shares and votes in Skandia(on a fully diluted basis). All other outstanding terms and conditions of theOffer remain unchanged and as previously announced, the Offer remains open foracceptance until 16 December 2005. Old Mutual would not extend the Offer beyond 16 December 2005 unless validacceptances had been received in respect of more than 50 per cent of the totalnumber of shares and votes in Skandia (on a fully diluted basis) by that date.In any event, the mix and match facility (including the cash guarantee forshareholders with not more than 1,000 Skandia shares) will not be extendedbeyond that date. If Old Mutual receives valid acceptances in respect of morethan 50 per cent of the total number of shares and votes in Skandia (on a fullydiluted basis) by that date, Old Mutual reserves the right to extend theacceptance period and to defer the date for settlement of the Offer. Jim Sutcliffe, Chief Executive said "Our own shareholders have demonstrated their overwhelming support for thistransaction. A significant number of Skandia's shareholders remain equallysupportive. Therefore we are accelerating the Offer process by clarifying theacceptance level we require by 16 December. Regulatory applications areprogressing well and we remain utterly committed to bringing this transaction toa close as soon as possible. " 1 December 2005 ENQUIRIES: Old Mutual plc (UK)Andrew Parkins, Investors Tel: +44 (0)20 7002 7000Miranda Bellord (UK), Media Tel: +44 (0)20 7002 7000Nad Pillay (SA), Media Tel: +27 (0)21 504 8026 College Hill Tel: +44 (0)20 7457 2020Alex SandbergTony Friend An interview with Jim Sutcliffe, Chief Executive in video, audio and text is nowavailable on: http://www3.oldmutual.com and on http://www.cantos.com For further information about Old Mutual plc visit www.oldmutual.com Deutsche Bank AG London is acting for Old Mutual plc and no one else inconnection with the Transaction and will not regard any other person (whether ornot a recipient of this announcement) as its client in relation to theTransaction and will not be responsible for providing the protections affordedto its clients nor for giving advice in relation to the Transaction or anytransaction or arrangement referred to, or information contained in thisannouncement.Merrill Lynch International is acting for Old Mutual plc and no one else inconnection with the Transaction and will not regard any other person (whether ornot a recipient of this announcement) as its client in relation to theTransaction and will not be responsible for providing the protections affordedto its clients nor for giving advice in relation to the Transaction or anytransaction or arrangement referred to, or information contained in thisannouncement.Lazard & Co., Limited is acting for Old Mutual plc and no one else in connectionwith the Transaction and will not regard any other person (whether or not arecipient of this announcement) as its client in relation to the Transaction andwill not be responsible for providing the protections afforded to its clientsnor for giving advice in relation to the Transaction or any transaction orarrangement referred to, or information contained in this announcement.The Offer, all acceptances and withdrawals thereof or pursuant thereto and allcontracts made pursuant thereto and action taken or made or deemed to be takenor made under any of the foregoing shall be governed by and construed inaccordance with Swedish law.The Offer is, subject to certain exceptions, not being made, directly orindirectly, in or into the United States, Canada, Australia, Japan or any otherjurisdiction where to do so would constitute a violation of the laws of suchjurisdiction, or by use of the mails or by any means or instrumentality(including without limitation, facsimile transmission, telephone and theinternet) of interstate or foreign commerce, or any facility of a nationalsecurities exchange, of the United States, Canada, Australia or Japan.Accordingly, copies of this announcement or any accompanying documents are notbeing, directly or indirectly, mailed or otherwise distributed, forwarded ortransmitted in, into or from the United States. Any persons receiving suchdocuments (including, without limitation, custodians, nominees and trustees)should observe these restrictions and should not, subject to certain exceptions,mail or otherwise distribute, forward or transmit them in, into or from theUnited States or any other jurisdiction where to do so would constitute aviolation of the laws of such jurisdiction, or use such means, instrumentalityor facility in connection with the Offer, and so doing may render invalid anyrelated purported acceptance of the Offer. Any persons (including, withoutlimitation, custodians, nominees and trustees) who would or otherwise intend to,or may have a contractual or other legal obligation to, forward thisannouncement or any accompanying documents to the United States should seekappropriate advice before taking any action.These materials are not for distribution, directly or indirectly, in or into theUnited States. They are not an offer of securities for sale into the UnitedStates. There will be no public offer of the Old Mutual Shares in the UnitedStates.The New Old Mutual Shares have not been, and will not be, registered under theUS Securities Act of 1933 (the "Securities Act") or with any securitiesregulatory authority of any state or other jurisdiction of the United States orunder the applicable securities laws of Canada, Australia and Japan.Accordingly, subject to certain exceptions, the New Old Mutual Shares may not beoffered or sold within the United States or Canada, Australia and Japan or anyother jurisdiction where to do so would constitute a violation of the laws ofsuch jurisdiction, or to or for the account or benefit of any person in theUnited States, Canada, Australia or Japan.This announcement includes forward-looking statements about Old Mutual, Skandiaand the Enlarged Group. By their nature, forward-looking statements involverisks and uncertainties because they relate to events and depend oncircumstances that may or may not occur in the future. Old Mutual cautions youthat forward-looking statements are not guarantees of future performance and theOld Mutual Group's actual results of operations, financial condition andliquidity, and the development of the industry in which the Old Mutual Groupoperates may differ materially from those made in or suggested by theforward-looking statements contained in this document. Events that may causeactual results to differ from such forward-looking statements include, but arenot limited to: fluctuations in the capital markets; fluctuations in interestrate and exchange rates; increased regulation or regulatory scrutiny; theoccurrence of unforeseen disasters or catastrophes; political or economicinstability in their principal markets; adverse outcomes in litigation; andfailure to achieve the benefits of the proposed Transaction. Theseforward-looking statements speak only as at the date of this announcement.Except as required by the UK Listing Authority, the London Stock Exchange orapplicable law, Old Mutual does not undertake any obligation to update or revisepublicly any forward-looking statement, whether as a result of new information,future events or otherwise. Except as required by the UK Listing Authority, theLondon Stock Exchange or applicable law, Old Mutual expressly disclaims anyobligation or undertaking to release publicly any updates or revisions to anyforward-looking statement contained herein to reflect any change in Old Mutual'sexpectations with regard thereto or any change in events, conditions orcircumstances on which any such statement is based. In addition, even if the OldMutual Group's results of operations, financial condition and liquidity, and thedevelopment of the industry in which the Old Mutual Group operates areconsistent with the forward-looking statements contained in this announcement,those results or developments may not be indicative of results or developmentsin subsequent periods.To the extent permissible under applicable law or regulation, and in accordancewith normal Swedish market practice, Old Mutual or its brokers (acting asagents) may from time to time make certain purchases of, or arrangements topurchase, directly or indirectly, Skandia Shares or any securities that areimmediately convertible into, exchangeable for, or exercisable for, SkandiaShares, other than pursuant to the Offer, before, during or after the period inwhich the Offer remains open for acceptance. These purchases may occur either inthe open market at prevailing prices or in private transactions at negotiatedprices. Any information about such purchases will be disclosed as required bylaw or regulation in Sweden or other relevant jurisdictions. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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